EX-10.9.1



 





Exhibit 10.9.1




FIRST AMENDMENT TO REPLACEMENT CARRIER AGREEMENT




     THIS FIRST AMENDMENT TO REPLACEMENT CARRIER AGREEMENT (this “Amendment”) is made and
entered into as of June 28, 2005 by and between by Hartford Fire Insurance Company, Hartford
Casualty Insurance Company, and Twin City Fire Insurance Company (collectively “Hartford”), and
Proformance Insurance Company, (“Proformance”). Capitalized terms used but not defined in this
Amendment have the meanings given them in the Replacement Carrier Agreement between Hartford and
Proformance dated as of May 6, 2005 (the “Original Agreement”).



WITNESSETH




     WHEREAS, the Original Agreement memorializes the terms pursuant to which Hartford would
transfer to Proformance the obligations of Hartford to offer renewals, the Renewal Rights on the
New Jersey Personal Business as of the Nonrenewal Date and Proformance would acquire the Renewal
Rights (the “Transaction”).



     WHEREAS, Original Agreement contains certain conditions to closing, including, without
limitation, the approval of the Commissioner of Banking and Insurance of the State of New Jersey
(“Commissioner”) for the Transaction set forth in this Agreement;



     WHEREAS, the Commissioner has not yet approved the Transaction and the Original Agreement
provides that either party may terminate the Original Agreement if the Transaction has not closed
by July 1, 2005 (the “Termination Date”).



     WHEREAS, Hartford and Proformance have agreed to amend the Original Agreement to extend the
Termination Date until September 1, 2005



     NOW, THEREFORE, in consideration of the foregoing premises and the mutual representations,
warranties, covenants and agreements set forth, the parties hereto agree as follows:



          1. The date “July 1, 2005” in Section VII(A)(4) of the Original Agreement is deleted in its
entirety and the date “September 1, 2005” is inserted in lieu thereof.




          2. Except as otherwise expressly provided by this Amendment, all of the terms, conditions and
provisions of the Original Agreement shall remain the same, and the Original Agreement as amended
hereby, shall continue in full force and effect. This Amendment and the Original Agreement shall
be read and construed as one instrument.




          3. This Amendment may be executed in any number of counterparts, each of which will be deemed
an original and all of which will be treated as a single instrument. Facsimile signatures will be
accepted as originals.




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IN WITNESS WHEREOF, the parties have executed this Agreement as of June 28, 2005.




	 	 	 
	 

	 	PROFORMANCE INSURANCE COMPANY
	 
	 	 
	 

	 	By: /s/ James V. Gorman
	 

	 	 
	 

	 	Name: James V. Gorman

Title: Chief Executive Officer






	 	 	 	 	 
	 	HARTFORD FIRE INSURANCE COMPANY

 	 
	 	By:  	/s/ Daniel T. Kelly
 	 
	 	 	Name:  	Daniel T. Kelly 	 
	 	 	Title:  	Assistant Vice President 	 
	 



	 	 	 	 	 
	 	HARTFORD CASUALTY INSURANCE COMPANY

 	 
	 	By:  	/s/ Daniel T. Kelly
 	 
	 	 	Name:  	Daniel T. Kelly 	 
	 	 	Title:  	Assistant Vice President 	 
	 



	 	 	 	 	 
	 	TWIN CITY FIRE INSURANCE COMPANY

 	 
	 	By:  	/s/ Daniel T. Kelly
 	 
	 	 	Name:  	Daniel T. Kelly 	 
	 	 	Title:  	Assistant Vice President